Title: Due diligence checklist: structuring your data room
URL: https://thedutchdataroom.com/en/due-diligence-checklist/
Language: en

> A practical due diligence checklist: which folders and documents belong in the data room, how the process runs and how to set up bidder groups.

KNOWLEDGE

# Due diligence checklist.

A structure for your data room in an acquisition, with the documents buyers expect and the steps of the process.

## What is due diligence?

In an acquisition the buyer investigates the company before the deal goes ahead: legal, financial, tax, commercial and operational. The seller prepares the documents in a data room; the buyer asks questions and records findings.

## A structure for your data room

| Folder | Typical documents |
| --- | --- |
| 1. Corporate | Articles, registry extracts, shareholder register, resolutions, organisation chart |
| 2. Financial | Annual accounts, management reports, forecasts, financing, security |
| 3. Tax | Returns, assessments, fiscal unities, open discussions |
| 4. Contracts | Customer and supplier contracts, partnerships, change-of-control clauses |
| 5. Employees | Terms of employment, key staff, pensions, collective agreements |
| 6. Real estate and assets | Ownership, leases, key assets |
| 7. IP and IT | Trademarks, software, licences, privacy and information security |
| 8. Disputes and permits | Proceedings, claims, permits, supervision |

## How the process runs

- **Preparation.** Set up the index, often from a template or an Excel list, and fill the folders.
- **Bidder groups.** Give every interested party its own group with its own permissions.
- **Q&A.** Bidders ask questions per group; answers are approved before release.
- **Findings.** The buyer records findings for the report and the negotiation.
- **Closing.** Archive the data room with the documents as they were at signing.

## With The Dutch Dataroom

Set up the index from a template, Excel or folder structure, work with separate bidder groups, Q&A per bidder, watermarks and a findings register. Bidders and advisers on the other side are free guests. See [mergers and acquisitions](https://thedutchdataroom.com/en/mergers-and-acquisitions/).

FREQUENTLY ASKED QUESTIONS

## Good to know.

### How long does due diligence take?

It varies widely: from a few weeks for a small acquisition to months for a complex one. A well-filled data room and a tight Q&A round make the difference.

### Who sets up the data room?

Usually the seller or its adviser (sell side). The buyer and its advisers get access as a bidder group.

### May bidders see each other’s questions?

Not in a good data room: questions and answers are separated per bidder group, unless the seller deliberately shares an answer with everyone.

SEE FOR YOURSELF

## Try it for 14 days, no credit card.

Then choose the plan that fits your firm; your files come with you.

[Try it free](https://app.thedutchdataroom.com/trial)